Director Proxies Not Allowed. Board members cannot send someone else in their place to attend board meetings and vote. It does not matter whether they have a signed power of attorney or not. A director's duty to attend board meetings and vote on board issues is nondelegable, i.e., it cannot be delegated or assigned to others. The Corporations Code is quite clear on this point:
No director may vote at any meeting by proxy. (Corp. Code §7211(c).)
The reason for the prohibition is that sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence. (Robert's Rules, 11th ed., pp. 428-429.) To vote, directors must attend board meetings (either in person or electronically).
Member Proxies Allowed. Election proxies can be used by members at membership meetings if so authorized by the governing documents. (Corp. Code §7613(a)). However, because of the potential for election fraud, associations should amend their governing documents to eliminate proxies.
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